Articles of incorporation; contents; definition

Checkout our iOS App for a better way to browser and research.

  • (a) The articles of incorporation shall set forth —

    • (1) the name of the corporation, which shall not be the same as, nor so similar as to cause confusion with, the name of any other domestic corporation or foreign corporation admitted to do business in the United States Virgin Islands, and which shall be such as to indicate that it is a corporation as distinguished from a natural person or partnership;

    • (2) the purpose or purposes for which the corporation is formed;

    • (3) if the corporation is to be authorized to issue only one class of stock, the total number of shares of stock which the corporation shall have authority to issue and (A) the par value of each of such shares, or (B) a statement that all such shares are to be without par value; or, if the corporation is to be authorized to issue more than one class of stock, the total number of shares of all classes of stock which the corporation shall have authority to issue and (A) the number of the shares of each class thereof that are to have a par value and the par value of each share of each such class, and/or (B) the number of such shares that are to be without par value, and (C) a statement of all or any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, which are permitted by the provisions of section 91 of this title in respect of any class or classes of stock of the corporation and the fixing of which by the articles of incorporation is desired, and an express grant of such authority as it may then be desired to grant to the board of directors to fix by resolution or resolutions any thereof that may be desired but which shall not be fixed by the articles;

    • (4) the minimum amount of capital with which the corporation will commence business, which shall not be less than $1,000;

    • (5) the name of, and street address in, the town in which its principal office or place of business is to be located in the Virgin Islands, and the name of its resident agent, which agent may be either an individual or a corporation;

    • (6) the period for which the corporation shall exist, if its life is limited;

    • (7) the number of directors, which shall not be less than three, or a statement that the bylaws shall set the number of directors, which shall not be less than three; and

    • (8) the names and places of residence of the persons forming the corporation.

  • (b) In addition to the matter required to be set forth by subsection (a) of this section, the articles of incorporation may also contain —

    • (1) any provision, not inconsistent with this chapter, regulating the business and conduct of the affairs of the corporation and limiting its powers, and the power of its directors and stockholders, not exempting them, however, from any obligation nor from the performance of any duty, imposed by law;

    • (2) such provisions as may be desired limiting or denying to the stockholders the preemptive right to subscribe to any or all additional issues of stock of the corporation of any or all classes;

    • (3) provisions requiring for any corporate action the vote of a larger proportion of the stock of any class thereof than is required by this chapter; and

    • (4) such provisions as may be desired eliminating or limiting the personal liability of directors to the corporation or its shareholders for damages for any breach of duty in such capacity, provided that no such provision shall eliminate or limit:

      • (A) the liability of any director if a judgment or other final adjudication adverse to him establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or

      • (B) the liability of any director for any act or omission prior to the adoption of a provision authorized by this paragraph.

  • (c) As used in this chapter, unless the context otherwise requires, “articles of incorporation” includes all certificates filed pursuant to sections 3, 52, 53, 54, 55, 97, 103 and 221–223 of this title and any agreement of consolidation of merger filed pursuant to sections 251 and 252 of this title.


Download our app to see the most-to-date content.